1. Personal Security Transaction Policy Employees may not purchase or sell any security in which the Employee has a beneficial ownership unless the transaction occurs in an exempted security or the Employee has complied with the Personal Security Transaction Policy set forth below. Employees who have direct knowledge of block trades may not buy or sell any security the day prior to a block trade by Pinnacle, or by a sub advisor of Pinnacle, if they have any knowledge that the block trade will occur. Pre-Clearance Procedures Pinnacle s Employees must have written clearance for any personal securities transactions exceeding $10,000 involving equities or options thereon, before completing the transactions. Pinnacle reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct. Any approval granted shall be valid 24 hours. Pinnacle will maintain a Watch List of securities that are being evaluated for purchase/removal from client portfolios by Pinnacle. Pinnacle will not however maintain a Watch List of securities that are being evaluated for purchase/removal by a sub-adviser, due to the minimal advance notice of such purchases/removals. The Watch List shall be reviewed regularly by the trading department. Reportable and Exempt Securities Pinnacle requires Employees to provide periodic reports (See Reporting section below) regarding transactions and holdings in any security, as that term is defined in Section 202(a) (18) of the Advisers Act ( Reportable Security ), except that it does not include: Direct obligations of the Government of the United States; Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; Shares issued by money market funds; Shares issued by open-end funds other than reportable funds 1 ; and Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds. Commodities, futures and options traded on a commodities exchange, including currency futures are not considered securities. However, futures and options on any group or index of securities shall be considered securities. Beneficial Ownership Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction. The following are examples of indirect pecuniary interests in securities: 1 A Reportable Fund means (a) any fund for which Pinnacle serves as the investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940 (i.e., in most cases Pinnacle would need to be approved by the fund's board of directors before you can serve); or (b) any fund whose investment adviser or principal underwriter controls Pinnacle, is controlled by Pinnacle, or is under common control with Pinnacle. Currently, Pinnacle does not manage or advise (or is otherwise affiliated with) a Reportable Fund.
Securities held by members of Employees immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included; Employees interests as a general partner in securities held by a general or limited partnership; and Employees interests as a manager/member in the securities held by a limited liability company. Employees do not have an indirect pecuniary interest in securities held by entities in which they hold an equity interest unless they are a controlling equity holder or they share investment control over the securities held by the entity. a trust: The following circumstances constitute beneficial ownership by Employees of securities held by Ownership of securities as a trustee where either the Employee or members of the Employees immediate family have a vested interest in the principal or income of the trust; Ownership of a vested beneficial interest in a trust; and An Employee s status as a settler/grantor of a trust, unless the consent of all of the beneficiaries is required in order for the Employee to revoke the trust. Exempt Transactions The following transactions are considered exempt transactions and therefore do not require reporting under the Personal Security Transaction Policy: Any transaction in an account over which the Employee does not have any direct or indirect influence or control. For example, presuming that such relatives do not reside in the same household as the Employee, accounts of family members outside of the immediate family would not be subject to review. Purchases that are part of an automatic investment plan. 2 From time to time, the CCO may exempt certain transactions on a fully documented trade-by-trade basis. Investments in Limited Offerings and Initial Public Offerings ( IPO s ) 3 Pinnacle occasionally maintains the services of a sub-adviser to manage specific portions of client portfolios. Because this sub-adviser or any future sub-advisor may buy and sell limited offerings and other IPO s for clients, it is the policy of Pinnacle that no Employee shall acquire, directly or indirectly, 2 Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. 3 The term limited offering is defined as an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504,505, or 506 of Regulation D. The term initial public offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
any Beneficial Ownership in any limited offering or IPO without first obtaining prior approval of the CCO in order to preclude any possibility of their profiting improperly from their positions on behalf of a client. The CCO shall (a) obtain from the Employee full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Employee s activities on behalf of a client; and (b) conclude, after consultation with the sub-adviser, that no clients have any foreseeable interest in purchasing such security. A record of such approval by the CCO and the reasons supporting those decisions shall be kept as required in the Records section of this Policy. Please refer to Attachment B for a copy of the Limited Offering and IPO Request and Reporting Form. Restrictions on New Issues of Equity Securities ( NIES ) 4 No Employee shall acquire, directly or indirectly, any Beneficial Ownership in any NIES without first obtaining prior approval of the CCO in order to preclude any possibility of their profiting improperly from their positions on behalf of a client. The CCO shall (a) obtain from the Employee full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Employee s activities on behalf of a client; and (b) conclude, after consultation with a Portfolio Manager (who has no personal interest in the issuer of the NIES), that no clients have any foreseeable interest in purchasing such security. A record of such approval by the CCO and the reasons supporting those decisions shall be kept as required in the Records section of this Policy. NASD Conduct Rule 2790 prohibits the sale of NIES to any account in which a restricted person has a beneficial interest, except under certain situations. The term restricted person includes any person of an investment adviser who has the authority to buy or sell securities and an immediate family member of such a restricted person that materially supports, or receives materially support from, such person. Thus, all restricted persons of Pinnacle, including members of Pinnacle s investment committee, are prohibited, in almost all circumstances except as noted in further detail below, from purchasing an NIES. The prohibitions on the purchase and sale of NIES with respect to Rule 2790 do not apply to: 1) Issuer- Directed Securities, or those that are specifically directed by the issuer to persons that are restricted persons (i.e., directors), subject to certain conditions; 2) the account of a restricted person who is an existing equity owner of an issuer (Anti-Dilution Provisions), subject to certain conditions; and 3) Stand- By Purchasers, or those who purchase and sell securities pursuant to a stand-by agreement subject to certain conditions. Employees are encouraged to review Rule 2790 and discuss such with the CCO prior to the purchase and/or sale of any NIES. Reporting In order to provide Pinnacle with information to enable it to determine with reasonable assurance any indications of scalping, front-running or the appearance of a conflict of interest with the trading by Pinnacle clients, each Employee of Pinnacle shall submit the following reports in the forms attached hereto to the CCO showing all transactions in securities in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership except for exempt transactions listed in the section below entitled Exemptions. 4 The term new issue is defined as any initial public offering of an equity security as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, made pursuant to a registration statement or offering circular. This restriction does not apply to, among other securities: secondary offerings, offerings of debt securities, offerings of securities of a commodity pool, rights offerings, exchange offers, and offerings of convertible or preferred securities. (See NASD Conduct Rule 2790, Restrictions on the Purchase and Sale of IPO s of Equity Securities).
NOTWISTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, EMPLOYEES SHALL INSTRUCT THEIR BROKER-DEALER TO PROVIDE DIRECTELY TO PINNACLE (1) DUPLICATEBROKERAGE STATEMENTS ON A MONTHLY BASIS, AND/OR (2) DUPLICATE TRADING CONFIRMATIONS FOR ALL TRADES (OF ANY AND ALL TYPES WHATSOEVER) BE SUBMITTED AS THEY ARE PROCESSED, IN FULFILLMENT OF THE REPORTING OBLIGATIONS SET FORTH IN THIS POLICY, PROVIDED HOWEVER THAT TRADING IN ANY SECURITIES THAT ARE NOT REFLECTED IN THE STATEMENTS AND/OR CONFIRMATIONS SET FORTH ABOVE MUST BE PROVIDED IN THE FORMAT, TIME AND MANNER SET FORTH BELOW. Quarterly Transaction Reports Employees shall be required to instruct their broker-dealers to send to Pinnacle duplicate broker trade confirmations and/or account statements of the Employee which shall be received by the CCO, at a minimum, no later than thirty (30) days after the end of each calendar quarter. If an Employee s trades do not occur through a broker-dealer (i.e., purchase of a private investment fund), such transactions shall be reported separately on the quarterly personal securities transaction report provided in Attachment C. The quarterly transaction reports shall contain at least the following information for each transaction in a Reportable Security in which the Employee had, or as a result of the transaction acquired, any direct or indirect beneficial ownership 5 : (a) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved; (b) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (c) the price of the Reportable Security at which the transaction was effected; (d) the name of the broker, dealer or bank with or through which the transaction was effected; and (e) the date that the report is submitted. EMPLOYEES ARE REMINDED THAT THEY MUST ALSO REPORT TRANSACTIONS BY MEMBERS OF THE EMPLOYEE S IMMEDIATE FAMILY INCLUDING SPOUSE, CHILDREN AND OTHER MEMBERS OF THE HOUSEHOLD IN ACCOUNTS OVER WHICH THE EMPLOYEE HAS DIRECT OR INDIRECT INFLUENCE OR CONTROL. Initial and Annual Holdings Reports 5 Beneficial Ownership, as set forth under Rule 16a-1(a)(2), determines whether a person is subject to the provision of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, which generally encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect pecuniary interest (i.e., some economic benefit) from the ownership of a security. This may also include securities held by members of an Employee s immediate family sharing the same household; provided however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates.
New Pinnacle Employees are required to report all of their personal securities holdings not later than 10 days after the commencement of their employment (See Attachment D for a copy of the Initial Holdings Report). The initial holdings report must be current as of a date not more than 45 days prior to the date the person becomes an Employee. Existing Employees are required to provide Pinnacle with a complete list of securities holdings on an annual basis, or on or before February 14 th of each year. The report shall be current as of December 31 st, which is a date no more than 45 days from the final date the report is due to be submitted. (See Attachment E for a copy of the Annual Holdings Report). Each holdings report (both the initial and annual) must contain, at a minimum: (a) the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person's direct or indirect benefit; and (c) the date the access person submits the report. Duplicate Copies A form brokerage letter is attached to this Policy as Attachment F. In order to help ensure that duplicate brokerage confirmations are received for all accounts pertaining to a particular Employee, such Employee may complete and send a brokerage letter similar to Attachment F to each bank, broker or dealer maintaining an account on behalf of the Employee. Trading and Review Pinnacle forbids its Employees to trade opposite of the Company s recommendations. Pinnacle strictly forbids front-running client accounts, which is a practice generally understood to be Employees personally trading ahead of client accounts. The CCO will closely monitor Employees investment patterns to detect these abuses. The CFO will monitor the CCO s personal securities transactions for compliance with the Personal Security Transaction Policy. Pinnacle will maintain a Personal Securities file that will hold copies of the confirmations, brokerage statements and employee reports regarding securities holdings and transactions for securities held at Schwab. The CCO will review this information on a quarterly basis. The CFO will perform a quarterly review of the file information relating to the securities trading, holdings and reporting of the CCO. Pinnacle will also maintain a separate Personal Securities file relating to employee securities held away from Schwab. The CCO will review this information on a quarterly basis. The CFO will perform a quarterly review of the file information relating to the securities trading, holdings and reporting of the CCO. If Pinnacle discovers that an Employee is personally trading contrary to the policies set forth above, the Employee shall meet with the CCO and Chief Financial Officer to review the facts surrounding the transactions. This meeting shall help Pinnacle to determine the appropriate course of action. Reporting Violations and Remedial Actions Pinnacle takes the potential for conflicts of interest caused by personal investing very seriously. As such, Pinnacle requires its Employees to promptly report any violations of the Code of Ethics to the CCO. Pinnacle s management is aware of the potential matters that may arise as a result of this requirement, and
shall take action against any Employee that seeks retaliation against another for reporting violations of the Code of Ethics. PINNACLE HAS ZERO TOLERANCE FOR RETALIATORY ACTIONS AND THEREFORE MAY SUBJECT OFFENDERS TO MORE SEVERE ACTION THAN SET FORTH BELOW. IN ORDER TO MINIMIZE THE POTENTIAL FOR SUCH BEHAVIOR, ALL REPORTS OF CODE OF ETHICS VIOLATIONS WILL BE TREATED AS BEING MADE ON AN ANONYMOUS BASIS. If any violation of Pinnacle s Personal Security Transaction Policy is determined to have occurred, the CCO may impose sanctions and take such other actions as he/she deems appropriate, including, without limitation, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause or any combination of the foregoing. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable client(s), if any, or given to a charity, as the CCO shall determine is appropriate. No person shall participate in a determination of whether he or she has committed a violation of this Policy or in the imposition of any sanction against himself or herself. Disclosure Pinnacle shall describe its Code of Ethics to clients in Part II of Form ADV and, upon request, furnish clients with a copy of the Code of Ethics. All client requests for Pinnacle s Code of Ethics shall be directed to the CCO. Recordkeeping Pinnacle shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of the Securities and Exchange Commission or Pinnacle s management. A copy of this Policy and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place; A record of any violation of this Policy and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs; A record of all written acknowledgements (annual certifications) as required by this Policy for each person who is currently, or with the past five years was, an Employee of Pinnacle; A copy of each report made pursuant to this Policy by an Employee, including any information provided in lieu of reports, shall be preserved by the Company for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place; A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Policy, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;
The Company shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition of any limited offering or IPO by Employees for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place. Responsibility The CCO will be responsible for administering the Personal Security Transaction Policy. All questions regarding the policy should be directed to the CCO. 2. Insider Trading Policy Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser's business, to prevent the misuse of material, nonpublic information by such investment adviser or any person associated with such investment adviser. In accordance with Section 204A, Pinnacle has instituted procedures to prevent the misuse of nonpublic information. Although insider trading is not defined in securities laws, it is generally thought to be described as trading either personally or on behalf of others on the basis of material non-public information or communicating material non-public information to others in violation of the law. In the past, securities laws have been interpreted to prohibit the following activities: Trading by an insider while in possession of material non-public information; or Trading by a non-insider while in possession of material non-public information, where the information was disclosed to the non-insider in violation of an insider s duty to keep it confidential; or Communicating material non-public information to others in breach of a fiduciary duty. Pinnacle s Insider Trading Policy applies to all of its Employees. Any questions should be directed to the CCO and/or CFO. Whom Does the Policy Cover? This policy covers all of Pinnacle s Employees as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the policy applies to transactions engaged in by corporations in which the Employee is an officer, director or 10% or greater stockholder and a partnership of which the Employee is a partner unless the Employee has no direct or indirect control over the partnership. What Information is Material? Individuals may not be held liable for trading on inside information unless the information is material. Material information is generally defined as information for which there is a substantial likelihood that an investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company s securities. Advance knowledge of the following types of information is generally regarded as material : Dividend or earnings announcements Write-downs or write-offs of assets
Additions to reserves for bad debts or contingent liabilities Expansion or curtailment of company or major division operations Merger, joint venture announcements New product/service announcements Discovery or research developments Criminal, civil and government investigations and indictments Pending labor disputes Debt service or liquidity problems Bankruptcy or insolvency problems Tender offers, stock repurchase plans, etc. Recapitalization Information provided by a company could be material because of its expected effect on a particular class of a company s securities, all of the company s securities, the securities of another company, or the securities of several companies. The misuse of material non-public information applies to all types of securities, including equity, debt, commercial paper, government securities and options. Material information does not have to relate to a company s business. For example, material information about the contents of an upcoming newspaper column may effect the price of a security, and therefore be considered material. What Information is Non-Public? In order for issues concerning insider trading to arise, information must not only be material, but also non-public. Non-public information generally means information that has not been available to the investing public. Once material, non-public information has been effectively distributed to the investing public, it is no longer classified as material, non-public information. However, the distribution of non-public information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, non-public information does not change to public information solely by selective dissemination. Pinnacle s Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving material, non-public information. Whether the tip made to the Employee makes him/her a tippee depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. The benefit is not limited to a present or future monetary gain; it could be a reputation benefit or an expectation of a quid pro quo from the recipient by a gift of the information. Employees may also become insiders or tippees if they obtain material, non-public information by happenstance, at social gatherings, by overhearing conversations, etc. Penalties for Trading on Insider Information Severe penalties exist for firms and individuals that engage in the act of insider trading, including civil injunctions, treble damages, disgorgement of profits and jail sentences. Further, fines for individuals and firms found guilty of insider trading are levied in amounts up to three times the profit gained or loss avoided, and up to the greater of $1,000,000 or three times the profit gained or loss avoided, respectively.
Procedures to follow if an Employee Believes that he/she Possesses Material, Non-Public Information If an Employee has questions as to whether they are in possession of material, non-public information, they must inform the CCO and CFO as soon as possible. From this point, the Employee, CCO and CFO will conduct research to determine if the information is likely to be considered important to investors in making investment decisions, and whether the information has been publicly disseminated. Given the severe penalties imposed on individuals and firms engaging in insider trading, Employees: Shall not trade the securities of any company in which they are deemed insiders who may possess material, that which could impact the pricing of the security, non-public information about the company. Shall not engage in securities transactions of any company, except in accordance with Pinnacle s Personal Security Transaction Policy and the securities laws. Shall submit personal security trading reports in accordance with the Personal Security Transaction Policy. Shall not discuss any potentially material, non-public information with colleagues, except as specifically required by their position. Shall immediately report the potential receipt of non-public information to the CCO and Chief Financial Officer. Shall not proceed with any research, trading, etc. until the CCO and CFO inform the Employee of the appropriate course of action. 3. Serving as Officers, Trustees and/or Directors of Outside Organizations Employees may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations by completing Attachment G. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Employees may also receive compensation for such activities. At certain times, Pinnacle may determine that it is in its clients best interests for an Employee(s) to serve as an officer or on the board of directors of an outside organization. For example, a company held in clients portfolios may be undergoing a reorganization that may affect the value of the company s outstanding securities and the future direction of the company. However, service with organizations outside of Pinnacle can raise serious regulatory issues and concerns, including conflicts of interests and access to material non-public information. As an outside board member or officer, an Employee may come into possession of material non-public information about the outside company, or other public companies. It is critical that a proper information barrier be in place between Pinnacle and the outside organization, and that the Employee does not communicate such information to other Pinnacle Employees in violation of the information barrier. Similarly, Pinnacle may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Employee must not be involved in the decision to retain or hire Pinnacle. Pinnacle Employees are prohibited from engaging in such outside activities without the prior written approval from the CCO. Approval will be granted on a case by case basis, subject to proper resolution of
potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part II of Form ADV. 4. Gifts Employees may not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with Pinnacle, or on behalf of an advisory client. However, Employees may accept gifts from a single giver in aggregate amounts not exceeding $100, and may attend business meals, sporting events and other entertainment events at the expense of a giver, as long as the expense is reasonable and both the giver(s) and the Employee(s) are present. Employees must report their receipt of gifts to the CCO by completing Attachment H. Responsibility The CCO will be responsible for administering the Insider Trading, Serving as Officers, Trustees and/or Directors of outside Organizations and Gift Policies. All questions regarding the policies should be directed to the CCO.